AMREGO I SICAV. Société d'investissement à Capital Variable. Prospectus. September 2017

Transcription

1 VISA 2017/ PC L'apposition du visa ne peut en aucun cas servir d'argument de publicité Luxembourg, le Commission de Surveillance du Secteur Financier AMREGO I SICAV Société d'investissement à Capital Variable Prospectus September 2017

2 AMREGO I SICAV (the "Company") is registered under part I of the Luxembourg law of 17 December 2010 concerning undertakings for collective investment, as may be amended (the "Law"). The Company qualifies as an Undertaking for Collective Investment in Transferable Securities under the Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities ("UCITS"). The Company is managed by Söderberg & Partners Asset Management S.A. pursuant to chapter 15 of the Law. The Shares have not been registered under the United States Securities Act of 1933 and may not be offered directly or indirectly in the United States of America (including its territories and possessions) to nationals or residents thereof or to persons normally resident therein, or to any partnership or persons connected thereto unless pursuant to any applicable statute, rule or interpretation available under United States law. The distribution of this document in other jurisdictions may also be restricted; persons into whose possession this document comes are required to inform themselves about and to observe any such restrictions. This document does not constitute an offer by anyone in any jurisdiction in which such offer is not authorised or to any person to whom it is unlawful to make such offer. Any information or representation given or made by any person which is not contained herein or in any other document which may be available for inspection by the public should be regarded as unauthorised and should accordingly not be relied upon. Neither the delivery of this Prospectus nor the offer, issue or sale of Shares in the Company shall under any circumstances constitute a representation that the information given in this Prospectus is correct as at any time subsequent to the date of this Prospectus. All references herein to times and hours are to Luxembourg local time. All references herein to EUR are to Euro. All references herein to SEK are to Swedish Kronor. Shareholders are informed that their personal data or information given in the subscription documents or otherwise in connection with an application to subscribe for Shares, as well as details of their shareholding, will be stored in digital form and processed in compliance with the provisions of the Luxembourg law of 2 August 2002 on data protection, as amended. Confidential information concerning the investors will not be divulged unless required to do so by law or regulation. Investors agree that personal details contained in the application form and arising from the business relationship with the Company may be stored, modified or used in any other way, in compliance with the provisions of the Luxembourg law of 2 August 2002 on data protection, as amended, on behalf of the Company for the purpose of administering and developing the business relationship with the investor. To this end, investors accept that data may be transmitted to Söderberg Group entities, the Management Company, financial advisers working with the Company, as well as to other companies being appointed to support the business relationship. In accordance with the provisions of Luxembourg law of 2 August 2002 on data protection, investors are entitled to request information about their personal data at any time as well as to request their correction V6

3 AMREGO I SICAV Société d'investissement à Capital Variable Registered office: 1 rue Louvigny, L-1946 Luxembourg, Grand-Duchy of Luxembourg R.C.S. Luxembourg B Board of Directors Chairman Carl-Adam Högberg, Employee at Söderberg & Partners Asset Management S.A. Directors Niklas Vesterlund, Employee at Söderberg & Partners Asset Management S.A. Henri Stengård, M&A at PO Söderberg & Partner AB Management Company Söderberg & Partners Asset Management S.A. 1, rue Louvigny L-1946 Luxembourg Board of Directors of the Management Company Chairman of Board of Directors of the Management Company Claes-Johan Geijer, Independent Management Consultant Directors of the Management Company Gustaf Rentzhog, Chief Executive Officer, PO Söderberg & Partner AB Samuel Kjellberg Lindfors, Head of M&A, PO Söderberg & Partner AB Fredrik Wingren, Senior Analyst, Operational Excellence, Söderberg & Partners Securities AB Day-to-day Managers of the Management Company Carl-Adam Högberg, Conducting Officer Niklas Vesterlund, Conducting Officer Promoter PO Söderberg & Partner AB Regeringsgatan 45 S Stockholm Sweden Investment Manager Söderberg & Partners Asset Management S.A. 1, rue Louvigny L-1946 Luxembourg V6

4 Depositary and Paying Agent in Luxembourg Skandinaviska Enskilda Banken S.A. 4, rue Peternelchen L-2370 Howald Grand Duchy of Luxembourg Central Administration Agent SEB Fund Services S.A. 4, rue Peternelchen L-2370 Howald Grand Duchy of Luxembourg Administration Agent, Registrar and Transfer Agent European Fund Administration S.A. 2, rue d'alsace L-1122 Luxembourg Grand Duchy of Luxembourg Auditors PricewaterhouseCoopers 400, route d'esch L-1471 Luxembourg Grand Duchy of Luxembourg Legal Advisors Arendt & Medernach 41A, avenue J.F. Kennedy L-2082 Luxembourg Grand Duchy of Luxembourg V6

5 C O N T E N T S PRINCIPAL FEATURES 7 THE COMPANY 12 THE MANAGEMENT COMPANY 12 INVESTMENT POLICIES AND RESTRICTIONS General Investment Policies for all Compartments Specific Investment Policies for each Compartment Investment and Borrowing Restrictions Financial Derivative Instruments Collateral Policy for OTC derivative transactions Exercise of Voting Rights Use of securities financing transactions and total return swaps 22 RISK-MANAGEMENT PROCESS 22 RISK WARNINGS Introduction General risks Underlying Asset risks Other risks 28 ISSUE, REDEMPTION AND CONVERSION OF SHARES Subscription Redemption and Conversion Requests Deferral of Redemptions and Conversion Transfer of Shares 34 DISTRIBUTION POLICY 35 MANAGEMENT AND ADMINISTRATION Central Administration Agent Depositary 37 CHARGES & EXPENSES Total Expense Ratio Performance Fee 41 TAXATION The Company Shareholders 42 GENERAL INFORMATION Organisation The Shares Meetings Reports and Accounts Allocation of assets and liabilities among the Compartments Determination of the net asset value of Shares Merger or Liquidation of Compartments Liquidation of the Company Material Contracts Documents Complaints Handling 53 Appendix to the Prospectus - Compartments 54 Appendix 1. AMREGO I SICAV Proaktiv 75 PM Settlements Anti-Money Laundering Procedures Management Company Minimum Subscription and Holding Amounts and Eligibility for Shares Redemption of Shares Conflicts of Interest Issue of Shares Conversion of Shares Best Execution 9. 4.

6 Appendix 2. AMREGO I SICAV Proaktiv 80 PM 57 Appendix 3. AMREGO I SICAV Proaktiv 75 S 59 Appendix 4. AMREGO I SICAV Proaktiv 80 S 61 Appendix 5. AMREGO I SICAV Proaktiv 85 S 63 Appendix 6. AMREGO I SICAV Proaktiv 90 S 65 Appendix 7. AMREGO I SICAV Tillväxt Appendix 8. AMREGO I SICAV Proaktiv Appendix 9. AMREGO I SICAV Proaktiv Appendix 10. AMREGO I SICAV Proaktiv Appendix 11. AMREGO I SICAV Proaktiv Appendix 12. AMREGO I SICAV Tryghed Appendix 13. AMREGO I SICAV Contrarian

7 PRINCIPAL FEATURES The following summary is qualified in its entirety by reference to the more detailed information included elsewhere in this Prospectus. Administration Agent Articles AML Regulations Appendix Board of Directors Business Day European Fund Administration S.A., acting as administration agent and registrar and transfer agent, having its registered office at 2, rue d'alsace, L-1122 Luxembourg, Grand Duchy of Luxembourg The articles of incorporation of the Company The Luxembourg law of 27 October 2010 relating to the fight against money-laundering and the financing of terrorism, the law of 19 February 1973 on the sale of medicinal substances and the fight against drug addiction (as amended), the law of 12 November 2004 on the fight against money laundering and terrorist financing (as amended), and associated Grand Ducal and Ministerial Regulations and the circulars of the CSSF applicable as amended from time to time Each Appendix of this Prospectus and which sets out the specifications of each Compartment. The board of directors of the Company Any day during which banks are open for normal banking business during the entire day (excluding Saturdays, Sundays, public holidays) in the Grand-Duchy of Luxembourg Central Administration Agent SEB Fund Services S.A. Class(es) Pursuant to the Articles, the Board of Directors may decide to issue, within each Compartment, separate classes of Shares whose assets will be commonly invested but where a specific sales or redemption charge structure, fee structure, minimum investment amount, taxation, distribution policy or other feature may be applied Company The Company is an investment company organised under Luxembourg law as a société anonyme qualifying as a société d'investissement à capital variable ("SICAV"). It comprises several Compartments Compartments The Company offers investors, within the same investment vehicle, a choice between several Compartments which are distinguished mainly by their specific investment policy and/or by the currency in which they are denominated. The specifications of each Compartment are described in the Appendix to this Prospectus. The assets and liabilities of each Compartment, as further described under GENERAL INFORMATION, 5. "Allocation of Assets and Liabilities among the Compartments shall be 7

8 Controlling Persons Conversion of Shares CSSF Depositary Directive Eligible Market Eligible State Entity ESMA Guidelines 2014/937 EU FATCA segregated from the assets and liabilities of those of the other Compartments, with creditors having recourse only to the assets of the Compartment concerned and where the liabilities cannot be satisfied out of the assets of the another Compartment. As between the Shareholders and creditors, each Compartment will be deemed to be a separate entity. The Board of Directors may, at any time, decide on the creation of further Compartments and in such case, the Appendix to this Prospectus will be updated. Each Compartment may have one or more classes of Shares Means the natural persons who exercise control over an Entity. In the case of a trust, such term means the settlor, the trustees, the protector (if any), the beneficiaries or class of beneficiaries, and any other natural person exercising ultimate effective control over the trust, and in the case of a legal arrangement other than a trust, such term means persons in equivalent or similar positions. The term Controlling Persons shall be interpreted in a manner consistent with the Financial Action Task Force Recommendations Unless specifically indicated to the contrary for any Compartment and in compliance with eligibility conditions set forth for the Class in which conversion is to be made, Shareholders may at any time request conversion of their Shares into Shares of another Class within the same existing Compartment or of another Compartment on the basis of the net asset values of the Shares of both Classes concerned, determined on the common applicable Valuation Day The Commission de Surveillance du Secteur Financier, the Luxembourg authority supervising the financial sector Skandinaviska Enskilda Banken S.A., acting as depositary of the Company and having its registered office at 4, rue Peternelchen, L-2370 Howald, Grand Duchy of Luxembourg The Directive 2009/65/EC of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS), as amended from time to time A Regulated Market in an Eligible State Any Member State or any other state in (Eastern and Western) Europe, Asia, Africa, Australia, North and South America and Oceania, as determined by the Board of Directors A legal person or a legal arrangement such as a trust The guidelines on ETFs and other UCITS issues published on 1 August 2014 by ESMA and entered into force on 1 October 2014 The European Union Means the provisions of the Hiring Incentives to Restore Employment (HIRE) Act of 18 March 2010 commonly 8

9 FATF Financial Institution IGA Investment Manager IRS KIID Law Listing and Clearing Luxembourg Financial Institution Management Company Member State NAV Non-US Entity Prospectus Redemption of Shares Reference Currency Regulated Market referred to as the Foreign Account Tax Compliance Act (FATCA) Financial Action Task Force (also referred to as Groupe d'action Financière) Means a custodial institution, a depository institution, an investment entity or a specified insurance company, as defined by the IGA Means the intergovernmental agreement concluded between the Grand-Duchy of Luxembourg and the United States of America in relation to FATCA on 28 March 2014 Söderberg & Partners Asset Management S.A. Means the United States Internal Revenue Service The key investor information document as defined by the Law and applicable laws and regulations The law of 17 December 2010 concerning undertakings for collective investments, as amended from time to time Shares of all Compartments may be listed on the Luxembourg Stock Exchange at the discretion of the Board of Directors and can be cleared through Clearstream Banking or Euroclear or other central depositories Means (i) any Financial Institution resident in Luxembourg, but excluding any branch of such Financial Institution that is located outside Luxembourg and (ii) any branch of a Financial Institution not resident in Luxembourg, if such branch is located in Luxembourg Söderberg & Partners Asset Management S.A., a Luxembourg public limited company appointed to act as the management company of the Company pursuant to Chapter 15 of the Law A member state as defined in the Law The net asset value of the Company, a Compartment or a Class of Shares, as the context may require, as calculated in accordance with the Articles Means an Entity that is not a US Person The prospectus of the Company Shareholders may at any time request redemption of their shares, at a price equal to the net asset value per Share of the Compartment concerned, determined on the applicable Valuation Day, less the applicable redemption charge The currency specified as such in the relevant Appendix to the Prospectus A market within the meaning of Article 4(1)14 of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments amending Council Directives 85/611/EEC and 93/6/EEC and Directive 2000/12/EC of the European Parliament and of the Council 9

10 Söderberg Group Shares Shareholders Specified US Person Total Expense Ratio or TER UCI UCITS and repealing Council Directive 93/22/EEC and any other market which is regulated, operates regularly and is recognised and open to the public Any entities (in)directly held by PO Söderberg & Partner AB Shares of each Compartment are offered in registered form only and all Shares must be fully paid for. Fractions of Shares will be issued up to 2 decimals. In the absence of a request for Shares to be issued in any particular form, Shareholders will be deemed to have requested that their Shares be held in registered form without certificates Holders of Shares Means a US Person, other than: (i) a corporation the stock of which is regularly traded on one or more established securities market; (ii) any corporation that is a member of the same expanded affiliated group, as defined in section 1471(e)(2) of the US Internal Revenue Code, as a corporation described in clause (i); (iii) the United States or any wholly owned agency or instrumentality thereof ; (iv) any States of the United States, any US Territory, any political subdivision of any of the foregoing, or any wholly owned agency or instrumentality of any one or more of the foregoing; (v) any organization exempt from taxation under section 501(a) of the US Internal Revenue Code or an individual retirement plan as defined in section 7701(a)(37) of the US Internal Revenue Code; (vi) any bank as defined in section 581 of the US Internal Revenue Code; (vii) any real estate investment trust as defined in section 856 of the US Internal Revenue Code; (viii) any regulated investment company as defined in section 851 of the US Internal Revenue Code or any entity registered with the US Securities and Exchange Commission under the Investment Company Act of 1940 (15 U.S.C. 80a-64); (ix) any common trust fund as defined in section 584(a) of the US Internal Revenue Code; (x) any trust that is exempt from tax under section 664(c) of the US Internal Revenue Code or that is described in section 4947(a)(1) of the US Internal Revenue Code; (xi) a dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any State; (xii) a broker as defined in section 6045(c) of the US Internal Revenue Code; or (xiii) any tax-exempt trust under a plan that is described in section 403(b) or section 457(g) of the US Internal Revenue Code Ratio of the gross amount of the expenses of the relevant Compartment to their average net assets An undertaking for collective investment within the meaning of the first and second indent of Article 1 (2) of the Directive, whether situated in a Member State or not An undertaking for collective investment in transferable securities as defined in the Directive and the Law 10

11 Underlying Asset US Person Valuation Day The underlying asset(s) to which the investment policy of a Compartment may be linked insofar as described in the relevant Compartment's appendix Means a US citizen or resident individual, a partnership or a corporation organized in the United States or under the laws of the United States or any States thereof, a trust if (i) a court within the United States would have authority under applicable law to render orders or judgments concerning substantially all issues regarding administration of the trust, and (ii) one or more US persons have the authority to control all substantial decisions of the trust, or an estate of a decedent that is a citizen or resident of the United States. This definition n shall be interpreted in accordance with the US Internal Revenue Code The day on which the net asset value per Share is calculated and Shares may be issued, converted and redeemed and which is, unless otherwise provided for in the Appendix to the Prospectus for a Compartment, any full bank business day in Luxembourg. The Board of Directors may in its absolute discretion amend the Valuation Day for some or all of the Compartments. In such case the Shareholders of the relevant Compartment will be duly informed and the Appendix to this Prospectus will be updated accordingly. The net asset value per Share will not be calculated on 24 December and 31 December of each calendar year 11

12 THE COMPANY AMREGO I SICAV is an open-ended collective investment company ("société d'investissement à capital variable") established under the laws of the Grand-Duchy of Luxembourg, with an "umbrella" structure comprising different Compartments and Classes. In accordance with the Law, a subscription of Shares constitutes acceptance of all terms and provisions of the Prospectus and the Articles. There may be created within each Compartment different classes of Shares as described under "Principal Features The Classes". THE MANAGEMENT COMPANY The Company has appointed Söderberg & Partners Asset Management S.A. to serve as its designated Management Company in accordance with the Law pursuant to a management company services agreement. Under this agreement, the Management Company provides investment management services, administrative agency, registrar and transfer agency services and marketing, principal distribution and sales services to the Company, subject to the overall supervision and control of the Board of Directors of the Company and without prejudice to its capacity to delegate such tasks to duly authorised external services providers. The Management Company was incorporated as a société anonyme under the laws of Luxembourg on 6 February The Management Company is registered with the Luxembourg Trade and Companies Register under the number B The Management Company s purpose of business is the establishment and management of investment funds under the law of the Grand Duchy of Luxemburg. The Management Company is approved as a management company under Chapter 15 of the Law. The management company services agreement is concluded for an indefinite period of time and may be terminated by either party upon three months prior written notice or forthwith by notice in writing in the specific circumstances provided in such agreement. In consideration of its services, the Management Company is entitled to receive fees as indicated in the relevant Appendix to the Prospectus. These fees shall be calculated based on the net asset value of the Compartment and shall be paid quarterly in arrears. The Management Company may delegate certain of its duties to third parties. Third parties to whom such functions have been delegated by the Management Company will be remunerated directly by the Company (out of the assets of the relevant Compartment), such remunerations being in that case not included in the management fee payable to the Management Company. These remunerations shall be calculated based on the net asset value of the Compartments and shall be paid on a monthly or quarterly basis in arrears, depending on the terms and conditions of the relevant agreements. The Management Company adopted a remuneration policy which purpose is to promote sound, effective risk management and counteract excessive risk-taking by the Management Company s employees (the Remuneration Policy ). 12

13 The structure of the Remuneration Policy shall be updated over time to ensure that it evolves to meet the changing situation of the Management Company and any changes in the applicable laws and regulations. The Remuneration Policy describes the structure, application and monitoring of the remuneration system. This Remuneration Policy applies to any member of the board of directors of the Management Company, the Conducting Officers of the Management Company, senior management, employees in charge of the control functions, risk-takers whose professional activities can exert a material impact on the Management Company s risk level, analysts, employees whose total remuneration amounts to or exceeds the total remuneration paid to any Conducting Officer of the Management Company and employees in charge of the support functions. The Remuneration Policy is adopted by the board of directors of the Management Company. The conducting officers of the Management Company are responsible for (i) implementing the Remuneration Policy, (ii) elaborating procedures to this effect and submit them to the board of directors of the Management Company for approval and (iii) informing the employees. The fixed component of the remuneration shall represent a sufficiently high proportion of the total remuneration allowing the Management Company to operate a fully flexible variable remuneration policy. The Management Company should ensure that variable remuneration and commission payments are appropriately balanced against the fixed remuneration paid by the Management Company. The Management Company s assessment of performance on which the calculation of variable remuneration is based should be mainly based on profit measures adjusted in terms of both current and future risks. Details regarding the remuneration policy of the Management Company may be obtained free of charge at the registered office of the Management Company and is available on the following website: The Management Company s Conducting Officers are: Mr. Niklas Vesterlund, who is responsible for all matters in relating to the asset management and securities of the Company managed by the Management Company; Mr. Carl-Adam Högberg, who is responsible for all matters relating to the operational risk management of the Company managed by the Management Company and for the oversight of the Central Administration of the Company managed by the Management Company. INVESTMENT POLICIES AND RESTRICTIONS 1. General Investment Policies for all Compartments The provisions of this section apply only insofar as they are compatible with the specific investment policy disclosed in the relevant Appendix to this Prospectus. The Board of Directors determines the specific investment policy and investment objectives of each Compartment, which are described in more detail in the respective Appendix to this 13

14 Prospectus. The investment objectives of the Compartments will be carried out in compliance with the investment restrictions set forth in section 2. Each Compartment seeks an above-average total investment return, comprised principally of long-term capital appreciation, by investing in a diversified portfolio of transferable securities or in financial derivative instruments as described in respect of the investment objective and policies in the relevant Appendix to this Prospectus. There can be no assurance that the investment objectives of any Compartment will be achieved. In the general pursuit of obtaining an above average total investment return as may be consistent with the preservation of capital, efficient portfolio management techniques may be employed to the extent permitted by the investment and borrowing restrictions stipulated by the Board of Directors. The Compartments may from time to time also hold, on an ancillary basis, cash reserves or include other permitted assets with a short remaining maturity, especially in times when rising interest rates are expected. Investors are invited to refer to the description of the investment policy of each Compartment in the Appendix to this Prospectus for details. The historical performance of the Compartments will be published in the KIID for each Compartment. Past performance is not necessarily indicative of future results. 2. Specific Investment Policies for each Compartment The specific investment policy of each Compartment is described in the Appendix to this Prospectus. 3. Investment and Borrowing Restrictions The Articles provide that the Board of Directors shall, based upon the principle of spreading of risks, determine the corporate and investment policy of the Company and the investment and borrowing restrictions applicable, from time to time, to the investments of the Company. In order for the Company to qualify as a UCITS under the Law and the Directive, the Board of Directors has decided that the following restrictions shall apply to the investments of the Company and, as the case may be and unless otherwise specified for a Compartment in the Appendix to this Prospectus, to the investments of each of the Compartments: I. (1) The Company, for each Compartment, may invest in: a) transferable securities and money market instruments admitted to or dealt in on an Eligible Market; b) recently issued transferable securities and money market instruments, provided that the terms of issue include an undertaking that application will be made for admission to official listing on an Eligible Market and such admission is secured within one year of the issue; c) units of UCITS and/or other UCI, whether situated in a Member State or not, provided that: such other UCIs have been authorised under laws which provide that they are subject to supervision considered by the CSSF to be equivalent to that laid down in EU law, and that cooperation between authorities is sufficiently ensured, the level of protection for unit holders in such other UCIs is equivalent to that provided for unit holders in a UCITS, and in particular that the rules on assets 14

15 segregation, borrowing, lending, and uncovered sales of transferable securities and money market instruments are equivalent to the requirements of the Directive, the business of such other UCIs is reported in half-yearly and annual reports to enable an assessment of the assets and liabilities, income and operations over the reporting period, no more than 10% of the assets of the UCITS or of the other UCIs, whose acquisition is contemplated, can, according to their constitutional documents, in aggregate be invested in units of other UCITS or other UCIs; d) deposits with credit institutions which are repayable on demand or have the right to be withdrawn, and maturing in no more than 12 months, provided that the credit institution has its registered office in a Member State or, if the registered office of the credit institution is situated in a third country, provided that it is subject to prudential rules considered by the Luxembourg regulatory authority as equivalent to those laid down in EU law; e) financial derivative instruments, including equivalent cash-settled instruments, dealt in on an Eligible Market and/or financial derivative instruments dealt in over-the-counter ("OTC derivatives"), provided that: the underlying consists of instruments covered by this section I. (1), financial indices, interest rates, foreign exchange rates or currencies, in which the Compartments may invest according to their investment objective, the counterparties to OTC derivative transactions are institutions subject to prudential supervision, and belonging to the categories approved by the CSSF, the OTC derivatives are subject to reliable and verifiable valuation on a daily basis and can be sold, liquidated or closed by an offsetting transaction at any time at their fair value at the Company's initiative; f) money market instruments other than those dealt in on an Eligible Market, if the issue or the issuer of such instruments are themselves regulated for the purpose of protecting investors and savings, and provided that such instruments are: issued or guaranteed by a central, regional or local authority or by a central bank of a Member State, the European Central Bank, the EU or the European Investment Bank, a third country or, in case of a Federal State, by one of the members making up the federation, or by a public international body to which one or more Member States belong, or issued by an undertaking any securities of which are dealt in on Eligible Markets, or issued or guaranteed by an establishment subject to prudential supervision, in accordance with criteria defined by EU law, or by an establishment which is subject to and complies with prudential rules considered by the CSSF to be at least as stringent as those laid down by EU law, such as, but not limited to, a credit institution which has its registered office in a country which is an OECD member state and a FATF State, issued by other bodies belonging to the categories approved by the CSSF provided that investments in such instruments are subject to investor protection equivalent to that laid down in the first, the second or the third indent and provided that the issuer is a company whose capital and reserves amount to at least ten million Euro (10,000,000 EUR) and which presents and publishes its annual accounts in accordance with the fourth directive 78/660/EEC, is an entity which, within a 15

16 group of companies which includes one or several listed companies, is dedicated to the financing of the group or is an entity which is dedicated to the financing of securitisation vehicles which benefit from a banking liquidity line. (2) In addition, the Company may invest a maximum of 10% of the net assets of any Compartment in transferable securities and money market instruments other than those referred to under (1) above. (3) Under the conditions and within the limits laid down by the Law, the Company may, to the widest extent permitted by the Regulations (i) create a Compartment qualifying either as a feeder UCITS (a "Feeder UCITS") or as a master UCITS (a "Master UCITS"), (ii) convert any existing Compartment into a Feeder UCITS, or (iii) change the Master UCITS of any of its Feeder UCITS. a) A Feeder UCITS shall invest at least 85% of its assets in the units of another Master UCITS. b) A Feeder UCITS may hold up to 15% of its assets in one or more of the following: ancillary liquid assets in accordance with paragraph II below, financial derivative instruments, which may be used only for hedging purposes. c) For the purposes of compliance with paragraph III a) (iii) below, the Feeder UCITS shall calculate its global exposure related to financial derivative instruments by combining its own direct exposure under the second indent of under (b) with either: the Master UCITS actual exposure to financial derivative instruments in proportion to the Feeder UCITS investment into the Master UCITS, or the Master UCITS potential maximum global exposure to financial derivative instruments provided for in the Master UCITS management regulations or instruments of incorporation in proportion to the Feeder UCITS investment into the Master UCITS. II. The Company may hold ancillary liquid assets. III. a) (i) The Company may invest no more than 10% of the net assets of any Compartment in transferable securities and money market instruments issued by the same issuing body. (ii) The Company may not invest more than 20% of the net assets of any Compartment in deposits made with the same body. (iii) The risk exposure of a Compartment to a counterparty in an OTC derivative transaction may not exceed 10% of its net assets when the counterparty is a credit institution referred to in I. (1) d) above or 5% of its net assets in other cases. b) Moreover, where the Company holds on behalf of a Compartment investment in transferable securities and money market instruments of issuing bodies which individually exceed 5% of the net assets of such Compartment, the total of all such investments must not account for more than 40% of the total net assets of such Compartment. This limitation does not apply to deposits and OTC derivative transactions made with financial institutions subject to prudential supervision. Notwithstanding the individual limits laid down in paragraph a), the Company may not combine for each Compartment: investments in transferable securities or money market instruments issued by a single body, deposits made with a single body, and/or 16

17 exposures arising from OTC derivative transactions undertaken with a single body in excess of 20% of the net assets of each Compartment. c) The limit of 10% laid down in sub-paragraph a) (i) above is increased to a maximum of 35% in respect of transferable securities or money market instruments which are issued or guaranteed by a Member State, its local authorities, or by another Eligible State, including the federal agencies of the United States of America, Federal National Mortgage Association and Federal Home Loan Mortgage Corporation, or by public international bodies of which one or more Member States are members. d) The limit of 10% laid down in sub-paragraph a) (i) is increased to 25% for certain bonds when they are issued by a credit institution which has its registered office in a Member State and is subject by law, to special public supervision designed to protect bondholders. In particular, sums deriving from the issue of these bonds must be invested in conformity with the law in assets which, during the whole period of validity of the bonds, are capable of covering claims attaching to the bonds and which, in case of bankruptcy of the issuer, would be used on a priority basis for the repayment of principal and payment of the accrued interest. If a Compartment invests more than 5% of its net assets in the bonds referred to in this sub-paragraph and issued by one issuer, the total value of such investments may not exceed 80% of the value of the assets of the Compartment. e) The transferable securities and money market instruments referred to in paragraphs c) and d) shall not be included in the calculation of the limit of 40% in paragraph b). The limits set out in sub-paragraphs a), b), c) and d) may not be aggregated and, accordingly, investments in transferable securities or money market instruments issued by the same issuing body, in deposits or in derivative instruments effected with the same issuing body may not, in any event, exceed a total of 35% of any Compartment's net assets. Companies which are part of the same group for the purposes of the establishment of consolidated accounts, as defined in accordance with the seventh Council Directive 83/349/EEC of 13 June 1983 based on the Article 54 (3) (g) of the Treaty on consolidated accounts, as amended, or in accordance with recognised international accounting rules, are regarded as a single body for the purpose of calculating the limits contained in this paragraph III. a) to e). The Company may cumulatively invest up to 20% of the net assets of a Compartment in transferable securities and money market instruments within the same group. f) Notwithstanding the limits set out above, each Compartment is authorised to invest, in accordance with the principle of risk spreading, up to 100% of its net assets in transferable securities and money market instruments issued or guaranteed by a Member State, by one or more of its local authorities, by a member State of the OECD or the Group of Twenty (G20) such as the United States of America, by the Republic of Singapore, by the Hong Kong Special Administrative Region of the People's Republic of China, or by a public international body of which one or more Member States are members (each a Public Issuer ), provided that the Compartment holds in its portfolio securities from at least six different issues and that securities from any issue do not account for more than 30% of the net assets of the Compartment. IV. a) Without prejudice to the limits laid down in paragraph V., the limits provided in paragraph III. a) to e) are raised to a maximum of 20% for investments in shares and/or bonds issued by the same issuing body if the aim of the investment policy of a Compartment is to replicate the composition of a certain stock or bond index which is 17

18 sufficiently diversified, represents an adequate benchmark for the market to which it refers, is published in an appropriate manner and disclosed in the relevant Compartment's investment policy. b) The limit laid down in paragraph a) is raised to 35% where this proves to be justified by exceptional market conditions, in particular on Regulated Markets where certain transferable securities or money market instruments are highly dominant. The investment up to this limit is only permitted for a single issuer. V. a) The Company may not acquire shares carrying voting rights which should enable it to exercise significant influence over the management of an issuing body. b) Moreover, the Company may acquire no more than: 10% of the non-voting shares of the same issuer, 10% of the debt securities of the same issuer, 10% of the money market instruments of the same issuer, 25% of the units of the same UCITS or other UCIs. These limits in the second, third and fourth indents may be disregarded at the time of acquisition, if at that time the gross amount of debt securities or of the money market instruments or the net amount of the instruments in issue cannot be calculated. The provisions of paragraph V. shall not be applicable to transferable securities and money market instruments issued or guaranteed by a Member State or its local authorities or by any other Eligible State, or issued by public international bodies of which one or more member states of the EU are members. These provisions are also waived as regards shares held by the Company in the capital of a company incorporated in a non-member state of the EU which invests its assets mainly in the securities of issuing bodies having their registered office in that State, where under the legislation of that State, such a holding represents the only way in which the Company can invest in the securities of issuing bodies of that State provided that the investment policy of the company from the non-member state of the EU complies with the limits laid down in paragraph III. a) to e), V. a) and b) and VI. VI. a) Unless otherwise provided for in the Appendix to the Prospectus for a Compartment, no more than 10% of a Compartment's net assets may be invested in aggregate in the units of UCITS and/or other UCIs referred to in paragraph I) (1) c). In the case restriction VI. a) above is not applicable to a specific Compartment as provided in its investment policy, (i) such Compartment may acquire units of UCITS and/or other UCIs referred to in paragraph I) (1) c) provided that no more than 20% of the Compartment's net assets be invested in the units of a single UCITS or other UCI, and (ii) investments made in units of UCIs other than UCITS may not in aggregate exceed 30% of the net asset of a Compartment. For the purpose of the application of this investment limit, each Compartment of a UCITS and UCI with multiple Compartments is to be considered as a separate issuer provided that the principle of segregation of the obligations of the various Compartments vis-à-vis third parties is ensured. b) The underlying investments held by the UCITS or other UCIs in which the Company invests do not have to be considered for the purpose of the investment and borrowing restrictions set forth under III. a) to e) above. 18

19 c) When the Company invests in the units of UCITS and/or other UCIs linked to the Company by common management or control, no subscription or redemption fees may be charged to the Company on account of its investment in the units of such other UCITS and/or UCIs, except for any applicable dealing charge payable to the UCITS and/or UCIs. It is expected that investments will include investment funds of the Söderberg Group. Unless specified differently in the Appendix to this Prospectus, in the case where a substantial proportion of the net assets are invested in investment funds of the Söderberg Group, the maximum management fee (excluding any performance fee, if any) charged to the Compartment and each of the UCITS or other UCIs concerned shall not exceed 3 % of the value of the relevant investments. The management fee charged to the Compartment by an investment fund of the Söderberg Group shall normally be refunded to the Compartment. Such investments may however entail a duplication of certain fees and expenses such as administration, operating and auditing costs. VII. a) The Company may not borrow for the account of any Compartment amounts in excess of 10% of the net assets of that Compartment, any such borrowings to be from banks and to be effected only on a temporary basis, provided that the Company may acquire foreign currencies by means of back to back loans. b) The Company may not grant loans to or act as guarantor on behalf of third parties. This restriction shall not prevent the Company from acquiring transferable securities, money market instruments or other financial instruments referred to in I. (1) c), e) and f) which are not fully paid. c) The Company may not carry out uncovered sales of transferable securities, money market instruments or other financial instruments. d) The Company may not acquire movable or immovable property. e) The Company may not acquire either precious metals or certificates representing them. VIII. a) The Company needs not comply with the limits laid down in this chapter when exercising subscription rights attaching to transferable securities or money market instruments which form part of its assets. While ensuring observance of the principle of risk spreading, recently created Compartments may derogate from paragraphs III. a) to e), IV. and VI. a) and b) for a period of six months following the date of their creation. IX. b) If the limits referred to in paragraph a) are exceeded for reasons beyond the control of the Company or as a result of the exercise of subscription rights, it must adopt as a priority objective for its sales transactions the remedying of that situation, taking due account of the interest of its Shareholders. c) To the extent that an issuer is a legal entity with multiple Compartment where the assets of the Compartment are exclusively reserved to the investors in such Compartment and to those creditors whose claim has arisen in connection with the creation, operation or liquidation of that Compartment, each Compartment is to be considered as a separate issuer for the purpose of the application of the risk spreading rules set out in paragraphs III. a) to e), IV. and VI. Each Compartment may, subject to the conditions provided for in the Articles as well as this Prospectus, subscribe, acquire and/or hold securities to be issued or issued by one or more Compartments of the Company with respect to the subscription, acquisition and/or the holding by a company of its own Shares, under the condition however that: 19

20 the target Compartment does not, in turn, invest in the Compartment invested in this target Compartment, no more than 10% of the assets of the target Compartment whose acquisition is contemplated may, pursuant to the Articles be invested in aggregate in units of other target Compartments of the same Company, voting rights, if any, attaching to the relevant securities are suspended for as long as they are held by the Compartment concerned and without prejudice to the appropriate processing in the accounts and the periodic reports, and in any event, for as long as these securities are held by the Company, their value will not be taken into consideration of the calculation of the net assets of the Company for the purposes of verifying the minimum threshold of the net assets imposed by the Law, there is no duplication of management/subscription or repurchase fees between those at the level of the Compartment of the Company having invested in the target Compartment, and this target Compartment. 4. Financial Derivative Instruments In accordance with the above investment restrictions the Company may invest in financial derivative instruments. Their use need not be limited to hedging the Company s assets, they may also be part of the investement strategy or for efficient portfolio management purposes. The extent of usage of derivatives in each Compartment is laid down in the relevant Appendix. The Company shall ensure that its global exposure relating to derivative instruments does not exceed the total net value of its net assets. The exposure is calculated taking into account the current value of the Underlying Assets, the counterparty risk, future market movements and the time available to liquidate the positions. Each Compartment may invest in financial derivative instruments within the limits laid down in I. (1) e), provided that the exposure to the Underlying Assets does not exceed in aggregate the investment limits laid down in clause III. a) to e). When a Compartment invests in index-based financial derivative instruments, these investments do not have to be combined to the limits laid down in III. When a transferable security or money market instrument embeds a derivative, the latter must be taken into account when complying with the requirements of this restriction. The counterparties to OTC derivative transactions will be selected among financial institutions subject to prudential supervision (such as credit institutions or investment firms) and specialised in the relevant type of transaction. The identity of the counterparties will be disclosed in the annual report of the Company. The counterparties will have no discretion over the composition or management of the portfolio of the Compartment or the Underlying Assets of the financial derivative instruments. 5. Collateral Policy for OTC derivative transactions Risk exposure to a counterparty to OTC derivatives will take into account collateral provided by the counterparty in the form of assets eligible as collateral under applicable laws and regulations, as summarized in this section. Where the Company on behalf of a Compartment enters into OTC derivative transactions (including a swap agreement), all collateral received by the Compartment must comply with the criteria listed in ESMA Guidelines 2014/937 in terms of liquidity, valuation, issuer credit quality, correlation, risks linked to the management of collateral and enforceability. The maximum exposure of a Compartment to any given issuer included in the basket of 20

21 collateral received is limited to 20% of the NAV of the Compartment. By way of derogation, a Compartment may take an exposure up to 100% of its NAV in transferable securities and money market instruments issued or guaranteed by a Public Issuer (as defined under Section 3, III.f) above), provided that such securities are part of a basket of collateral comprised of at least six different issues and the securities from any one issue do not account for more than 30% of the Compartment s NAV. Reinvested cash collateral will be diversified in accordance with this requirement. Permitted types of collateral include: a) cash; b) transferable securities and money market instruments issued or guaranteed by a Member State, its local authorities, any other member state of the OECD or a public international body of which one or more Member States are members. In respect of any Compartment which has entered into OTC derivative transactions, investors in such Compartment may obtain free of charge, on request, a copy of the report detailing the composition of the collateral at any time. The Company will determine the required level of collateral for OTC derivative transactions by reference to the applicable counterparty risk limits set out in this Prospectus and taking into account the nature and characteristics of transactions, the creditworthiness and identity of counterparties and prevailing market conditions. Collateral will be valued, on a daily basis, using available market prices and taking into account appropriate discounts which will be determined by the Company for each asset class based on its haircut policy. The policy, established in accordance with the ESMA Guidelines 2014/937, takes into account a variety of factors, depending on the nature of the collateral received, such as the issuer s credit standing, the maturity, currency, price volatility of the assets and, where applicable, the outcome of liquidity stress tests carried out by the Company under normal and exceptional liquidity conditions. Due to these factors, the Company expects that collateral in the form of transferable securities and money market instruments issued or guaranteed by a Member State, its local authorities, any other member state of the OECD or a public international body of which one or more Member States are members will generally be subject to a haircut of approximately 0 % - 5 %. No haircut will generally be applied to cash collateral. Where there is a title transfer, collateral received will be held by the Depositary (or a sub-custodian thereof) on behalf of the relevant Compartment. For other types of collateral arrangements, the collateral can be held by a third party custodian which is subject to prudential supervision, and which is unrelated to the provider of the collateral. Non-cash collateral received cannot be sold, reinvested or pledged. Cash collateral received can only be: - placed on deposit with eligible credit institutions, - invested in high-quality government bonds,or - invested in eligible short-term money market funds. 21